Borrowings and Capital Leases



(In millions)	September 30, 2018		December 31, 2017
Short term borrowings and capital leases:
SAIIDAC Notes	$	3,295.3	$	—
Baxalta Notes	—		748.8
Borrowings under the Revolving Credit Facilities Agreement	915.0		810.0
Borrowings under the November 2015 Facilities Agreement	—		1,196.3
Capital leases	9.5		7.5
Other borrowings	28.9		26.1
	$	4,248.7	$	2,788.7

Long term borrowings and capital leases:
SAIIDAC Notes	$	8,763.6	$	12,050.2
Baxalta Notes	1,939.9		4,308.9
Capital leases	357.3		341.7
Other borrowings	37.2		51.6
	$	11,098.0	$	16,752.4

Total borrowings and capital leases	$	15,346.7	$	19,541.1

For a more detailed description of the Company's financing agreements, refer below and to Note 17, Borrowings and Capital Leases, of Shire's Annual Report on Form 10-K for the year ended December 31, 2017.

Debt Tender Offer

On September 11, 2018, Shire purchased an aggregate of $2.3 billion in principal amount of Baxalta Notes from existing holders consisting of its 2.875% Notes due June 2020, 3.600% Notes due June 2022, 4.000% Notes due June 2025 and 5.250% Notes due June 2045 pursuant to a debt tender offer. Shire paid approximately $2.4 billion, including accrued and unpaid interest and tender premium, to purchase such notes. As a result of the debt tender offer, the Company recognized a loss on extinguishment of debt in the third quarter of 2018 of $40.6 million, which is included in Other (expense)/income, net within the Unaudited Consolidated Statements of Operations.

SAIIDAC Notes

On September 23, 2016, Shire Acquisitions Investments Ireland Designated Activity Company (SAIIDAC), a wholly owned subsidiary of Shire plc, issued unsecured senior notes with a total aggregate principal value of $12.1 billion (SAIIDAC Notes), guaranteed by Shire plc and, as of December 1, 2016, by Baxalta. Below is a summary of the SAIIDAC Notes as of September 30, 2018:



(In millions, except %)	Aggregate amount		Coupon rate		Carrying amount as of September 30, 2018
Fixed-rate notes due 2019	$	3,300.0	1.900	%	$	3,295.3
Fixed-rate notes due 2021	3,300.0		2.400	%	3,289.0
Fixed-rate notes due 2023	2,500.0		2.875	%	2,490.8
Fixed-rate notes due 2026	3,000.0		3.200	%	2,983.8
	$	12,100.0			$	12,058.9

As of September 30, 2018, there were $41.1 million of debt issuance costs and discounts recorded as a reduction of the carrying amount of debt. These costs will be amortized as additional interest expense using the effective interest rate method over the period from issuance through maturity.

Baxalta Notes

Shire plc guaranteed senior notes issued by Baxalta in connection with the acquisition of Baxalta (Baxalta Notes). Following repayment of the $375.0 million floating-rate notes and the $375.0 million fixed-rate notes due in June 2018 and the subsequent $2.3 billion bond tender offer on September 11, 2018, the remaining Baxalta Notes as of September 30, 2018 are shown below:



(In millions, except %)	Aggregate principal		Coupon rate		Carrying amount as of September 30, 2018
Fixed-rate notes due 2020	$	404.5	2.875	%	$	403.0
Fixed-rate notes due 2022	219.4		3.600	%	221.9
Fixed-rate notes due 2025	800.5		4.000	%	799.7
Fixed-rate notes due 2045	500.4		5.250	%	515.3
Total assumed Senior Notes	$	1,924.8			$	1,939.9

The book values above include any premiums, discounts, and adjustments related to hedging instruments. For further details related to the interest rate derivative contracts, please see Note 16, Financial Instruments, to these Unaudited Consolidated Financial Statements.

Revolving Credit Facilities Agreement

On December 12, 2014, Shire entered into a $2.1 billion revolving credit facilities agreement (RCF) with a number of financial institutions. As of September 30, 2018, the Company utilized $915.0 million of the RCF. The RCF, which terminates on December 12, 2021, may be used for financing the general corporate purposes of Shire. The RCF incorporates a $250.0 million U.S. dollar and Euro swingline facility operating as a sub-limit thereof.

Term Loan Facilities Agreements

November 2015 Facilities Agreement

On November 2, 2015, Shire entered into a $5.6 billion facilities agreement (November 2015 Facilities Agreement), which comprised of three amortizing credit facilities with ultimate maturity on November 2, 2018. As of September 30, 2018, there were no amounts outstanding under the November 2015 Facilities Agreement as it was fully repaid and canceled on September 28, 2018.

Short-term uncommitted lines of credit (Credit lines)

Shire has access to various Credit lines from a number of banks which are available to be utilized from time to time to provide short-term cash management flexibility. These Credit lines can be withdrawn by the banks at any time. The Credit lines are not relied upon for core liquidity. As of September 30, 2018, these lines of credit were not utilized.

Capital Lease Obligations

The capital leases are primarily related to office and manufacturing facilities. As of September 30, 2018, the total capital lease obligations, including current portions, were $366.8 million.